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Table of Contents



 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2026

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                                    to                                   

 

Commission file number: 001-40511

 

Moving iMage Technologies, Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware

85-1836381

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

17760 Newhope Street,

 

Fountain Valley, California

92708

(Address of principal executive offices)

(Zip Code)

 

(714) 751‑7998

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.00001 par value

MITQ

NYSE American

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐.

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐.

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

 

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☑

Smaller reporting company ☑

 

Emerging growth company ☑

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐  No ☑.

 

As of November 13, 2026, there were 9,952,223 shares of the registrant’s common stock, par value $0.00001 per share, outstanding.

 



 

 

  

 

MOVING iMAGE TECHNOLOGIES, INC.

 

TABLE OF CONTENTS

 

 

Page

PART I - FINANCIAL INFORMATION

 
   

ITEM 1.

Financial Statements

 
 

Condensed Consolidated Balance Sheets as of September 30, 2026 (unaudited) and June 30, 2026

3

 

Condensed Consolidated Statements of Income (unaudited) for the three months ended September 30, 2026 and 2025

4

 

Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the three months ended September 30, 2026 and 2025

5

 

Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended September 30, 2026 and 2025

6

 

Notes to Unaudited Condensed Consolidated Financial Statements

7

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

18

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

23

ITEM 4.

Controls and Procedures

24

   

PART II - OTHER INFORMATION

24

   

ITEM 1.

Legal Proceedings

24

ITEM 1A.

Risk Factors

24

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

24

ITEM 3.

Defaults Upon Senior Securities

24

ITEM 4.

Mine Safety Disclosures

25

ITEM 5.

Other Information

25

ITEM 6.

Exhibits

25

SIGNATURES

26

 

 

2

  

 

PART I – FINANCIAL INFORMATION

 

ITEM 1.         FINANCIAL STATEMENTS

 

MOVING IMAGE TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands except share and per share amounts)

 

  

September 30,

  

June 30,

 
  

2026

  

2026

 

 

  (unaudited)     

Assets

        

Current Assets:

        

Cash

 $5,687  $3,193 

Accounts receivable, net

  1,264   1,114 

Inventories, net

  3,539   2,411 

Prepaid expenses and other

  452   516 

Total Current Assets

  10,942   7,234 

Long-Term Assets:

        

Right-of-use asset

  794   855 

Property and equipment, net

  47   51 

Intangibles, net

  290   305 

Other assets

  15   15 

Total Long-Term Assets

  1,146   1,226 

Total Assets

 $12,088  $8,460 
         

Liabilities And Stockholders’ Equity

        

Current Liabilities:

        

Accounts payable

 $3,778  $1,329 

Accrued expenses

  335   335 

Customer refunds

  257   289 

Customer deposits

  2,007   948 

Lease liability–current

  269   260 

Unearned warranty revenue

  54   31 

Total Current Liabilities

  6,700   3,192 
         

Long-Term Liabilities:

        

Lease liability–non-current

  588   658 

Total Long-Term Liabilities

  588   658 

Total Liabilities

  7,288   3,850 

Stockholders’ Equity

        

Common stock, $0.00001 par value, 100,000,000 shares authorized, 9,952,223 and 9,952,223 shares issued and outstanding at September 30, 2026 and June 30, 2026, respectively

  —   — 

Additional paid-in capital

  12,120   12,111 

Accumulated deficit

  (7,320)  (7,501)

Total Stockholders’ Equity

  4,800   4,610 

Total Liabilities and Stockholders’ Equity

 $12,088  $8,460 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3

 

 

MOVING IMAGE TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands except share and per share amounts)

(unaudited)

 

  

Three Months Ended

 
  

September 30,

 
  

2026

  

2025

 
         

Net sales

 $6,094  $5,582 

Cost of goods sold

  4,622   3,908 

Gross profit

  1,472   1,674 
         

Operating expenses:

        

Research and development

  45   48 

Selling and marketing

  569   386 

General and administrative

  691   890 

Total operating expenses

  1,305   1,324 

Operating income

  167   350 

Other income

        

Extinguishment of payables

  —   128 

Interest and other income, net

  14   31 

Total other income

  14   159 
         

Net income

 $181  $509 
         

Earnings per share:

        

Basic

 $0.02  $0.05 

Diluted

 $0.02  $0.05 
         

Shares used in computing earnings per share:

        

Basic

  9,952,223   9,939,123 

Diluted

  10,367,848   10,232,873 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

4

 

 

MOVING IMAGE TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands except for share amounts)

(unaudited)

 

Three Months Ended September 30, 2026

                    
          

Additional

         
  Common Stock  Paid -In  Accumulated     
  

Shares

  

Amount

  

Capital

  

Deficit

  

Total

 

Balance as of June 30, 2026

  9,952,223  $—  $12,111  $(7,501) $4,610 
                     

Grant of options to officers

  —   —   8   —   8 

Net income

  —   —   —   181   181 
                     

Balance as of September 30, 2026

  9,952,223  $—  $12,120  $(7,320) $4,800 
                     

Three Months Ended September 30, 2025

                    
          

Additional

         
  

Common Stock

  

Paid -In

  

Accumulated

     
  

Shares

  

Amount

  

Capital

  

Deficit

  

Total

 

Balance as of June 30, 2025

  9,939,080   —   12,061   (7,204)  4,857 
                     

Grant of options to officer

  —   —   8   —   8 

Issuance of stock to directors

  652   —   1   —   1 

Net income

  —   —   —   509   509 
                     

Balance as of September 30, 2025

  9,939,732  $—  $12,070  $(6,695) $5,375 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

5

 

 

MOVING IMAGE TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

  

Three Months Ended

 
  

September 30,

 
  

2026

  

2025

 

Cash flows from operating activities:

        
         

Net income

 $181  $509 

Adjustments to reconcile net income to net cash used in operating activities:

        

Provision for credit losses

  (84)  45 

Inventory reserve

  221   — 

Depreciation expense

  4   3 

Amortization expense

  15   15 

Right-of-use amortization

  61   56 

Stock compensation expense

  8   8 

Stock issued for director expense

  —   1 

Changes in operating assets and liabilities

        

Accounts receivable

  (66)  (420)

Inventories

  (1,348)  347 

Prepaid expenses and other

  65   (601)

Accounts payable

  2,449   (109)

Accrued expenses and customer refunds

  (34)  163 

Unearned warranty revenue

  24   37 

Customer deposits

  1,060   (168)

Lease liabilities

  (62)  (53)

Net cash provided by (used in) operating activities

  2,494   (167)
         

Net increase (decrease) in cash

  2,494   (167)

Cash, beginning of the year

  3,193   5,715 

Cash, end of the year

 $5,687  $5,548 
         

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

6

 

 

NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization: Moving iMage Technologies, Inc., a Delaware corporation, together with its wholly owned subsidiaries unless the context indicates otherwise, the (“Company”) was incorporated in June 2020. The Company, through its wholly owned subsidiary, Moving iMage Technologies, LLC (“MiT LLC”) and MiT LLC’s wholly-owned subsidiary, Moving iMage Acquisition Co., (DBA “Caddy Products”), designs, integrates, installs and distributes proprietary and custom designed equipment as well as off-the-shelf cinema products needed for contemporary cinema requirements. The Company also offers single source solutions for cinema design, procurement, installation and service to the creative and production communities for screening, digital intermediate and other critical viewing rooms. Additionally, the Company offers a wide range of technical, design and consulting services such as custom engineering, systems design, integration and installation, and digital technology, as well as software solutions for operations enhancement and theatre management. The Company also provides turnkey furniture, fixture and equipment services to commercial cinema exhibitors for new construction and remodels including design, consulting, installation and project management as well as procurement of seats, lighting, acoustical treatments, screens, projection and sound.

 

Caddy Products designs, develops and manufactures innovative products for the entertainment, cinema, grocery, worship, restaurant, sports and restroom industries.

 

Based on the management’s current estimates, it believes it will generate sufficient cash to sustain operations for a period of 12 months from the issuance of these financial statements.

 

Principles of Consolidation: The condensed consolidated financial statements include the accounts of MiT Inc., its wholly owned subsidiary, MiT LLC, and MiT LLC’s wholly owned subsidiary, Moving iMage Acquisition Co.  All significant intercompany transactions and balances have been eliminated in consolidation.

 

Basis of Presentation: The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

Unaudited Interim Condensed Consolidated Financial Statements: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP. However, in the opinion of the management of the Company, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position and operating results have been included in these statements. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended June 30, 2026, and with the disclosures and risk factors presented therein. The  June 30, 2026 condensed consolidated balance sheet has been derived from the audited consolidated financial statements. Operating results for the three months ended September 30, 2026 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ending June 30, 2027.

 

 

NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Impairment of Non-Financial Assets: Our non-financial assets, including intangible assets and property and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized.  For the three months ended September 30, 2026, and 2025, there were no impairments.

 

Use of Estimates: The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities (including sales returns, credit losses, inventory reserves, warranty reserves, purchase price allocation and asset impairments), disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Concentration of Cash: The Company maintains its cash in bank accounts which, at times, may exceed federally insured limits of $250,000. The Company has not experienced any losses in such accounts. Management believes the Company is not exposed to any significant credit risk on its cash balances.

 

Accounts Receivable: Accounts receivable are carried at original invoice amount less allowance for credit losses. Management determines the allowance for credit losses by identifying troubled accounts and by using historical experience applied to an aging of accounts. Accounts receivable are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received. Accounts receivable are considered to be past due if any portion of the receivable balance is outstanding beyond the customer's granted terms.  Although payment terms vary, the majority of our revenue is due within 60 days of invoice date. The Company does not charge interest on past-due balances or require collateral on its accounts receivable. As of September 30, 2026 and  June 30, 2026 the allowance for credit losses is approximately $214,000 and $298,000, respectively.

 

Inventories: Inventories are stated at the lower of cost or net realizable value, with cost being determined on the first-in, first-out cost method of accounting. The Company purchases finished goods and materials to assemble kits in quantities that it anticipates will be fully used in the near term. Changes in operating strategy, customer demand, and fluctuations in market values can limit the Company’s ability to effectively utilize all products purchased and can result in finished goods with above-market carrying costs which may cause losses on sales to customers. The Company’s policy is to closely monitor inventory levels, obsolescence and lower market values compared to costs and, when necessary, reduce the carrying amount of its inventory to its net realizable value. As of September 30, 2026 and June 30, 2026, the inventory reserve was $1,728,000 and $1,507,000 respectively, and inventory on hand was comprised primarily of finished goods ready for sale.

 

($ in Thousands)

 

September 30,

  

June 30,

 
  

2026

  

2026

 

Components and raw materials

 $378  $367 

Work in progress

  219   63 

Finished goods

  4,670   3,488 

Less: Inventory reserve

  (1,728)  (1,507)

Inventory, net

 $3,539  $2,411 

 

During 2026, the Company acquired certain inventory from a supplier for cash consideration of $1.5 million. The transaction was accounted for as an asset acquisition as the acquired assets did not constitute a business under ASC 805. The purchase price was allocated entirely to inventory, which is included in inventories in the accompanying balance sheets. The company estimates that a significant amount of the purchased inventory is slow moving and has accounted for it in the reserve calculation.

 

Certain prior-year amounts related to inventory reserves have been reclassified to conform to the current-year presentation. The reclassification had no effect on previously reported total assets, liabilities, stockholders' equity, or net income.

 

Revenue Recognition: The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”).

 

Revenue is recognized when control of the promised goods is transferred at the point of shipment to a customer, and when performance conditions are satisfied at the customer location, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods as per the agreement with the customer. The Company generates all its revenue from agreements with customers. When an agreement contains multiple performance obligations, management identifies each performance obligation and evaluates whether the performance obligations are distinct within the context of the agreement at the agreement’s inception. Performance obligations that are not distinct at agreement inception are combined. Management allocates the transaction price to each distinct performance obligation proportionately based on the estimated standalone selling price for each performance obligation and then evaluates how the services are transferred to the customer to determine the timing of revenue recognition.

 

The Company evaluates whether it acts as a principal or agent in customer arrangements. Revenue is reported on a gross basis when the Company controls the specified goods or services before transfer to the customer and on a net basis when the Company's performance obligation is to arrange for another party to provide the goods or services.

 

 

NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Contract assets consist of conditional or unconditional rights to consideration. Accounts Receivable represent amounts billed to customers where the Company has an enforceable right to payment for performance completed to date (i.e., unconditional rights to consideration). Other than Accounts Receivable, there were no other contract assets as of September 30, 2026 and June 30, 2026.

 

Contract liabilities consist of refunds and warranty liabilities, as well as deposits received in advance on sales to certain customers. Such deposits are reflected as customer deposits and recognized in revenue when control of the products is transferred or when performance conditions are satisfied per the agreement. 

 

 

Contract Liabilities ($ in Thousands)

 

September 30,

  

June 30,

 
  

2026

  

2026

 

Customer deposits

 $2,007  $948 

Unearned warranty revenue

  54   31 

Customer refunds

  257   289 

Total

 $2,318  $1,268 

 

Cost of goods sold includes cost of inventory sold during the period, net of vendor discounts and allowances, and shipping and handling costs, and sales taxes. Taxes collected from customers are included in Accounts Payable on a net basis (excluded from revenues) until remitted to the government.

 

Deferred contract acquisition costs consist of sales commissions paid to the sales force, and the related employer payroll taxes, collectively "deferred contract acquisition costs", and are considered incremental and recoverable costs of obtaining a contract with a customer. Management has determined that sales commissions paid are an immaterial component of obtaining a customer’s contract and has elected to expense sales commissions when earned.

 

  

Three Months Ended September 30,

 

Disaggregation of Revenue ($ in Thousands)

 

2026

  

2025

 

Equipment upon delivery (point in time)

 $6,054  $5,546 

Installation (point in time)

  30   23 

Software and services (over time)

  10   13 

Total revenues

 $6,094  $5,582 

 

 

Revenue from the sale of equipment is recognized upon shipment of such equipment to customers and when performance conditions are satisfied at the customer location.

 

Revenue from installation is recognized upon completion of the installation project as this satisfies the sole performance obligation.

 

Software subscription revenue for remote monitoring services is recognized on a straight-line basis over the term of the contract, usually one year where one twelfth of the annual contract value is taken to revenue monthly.

 

Returns and Allowances: The Company records allowances for discounts and product returns at the time of sale as a reduction of revenue as such allowances can be reliably estimated based on historical experience and known trends.

 

Shipping and Handling Costs: Shipping and handling costs are included in cost of goods sold and are recognized as a period expense during the period in which they are incurred.

 

 

NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Advertising Costs: Advertising costs were approximately $2,400 and $3,000 for the three months ended September 30, 2026 and 2025, respectively.  Advertising costs are expensed as incurred within selling and marketing expenses.

 

Intangible assets: Intangible assets are reviewed for impairment at least annually, in June, or more frequently if a triggering event occurs between impairment testing dates.  The Company operates as a single operating segment and as a single reporting unit for the purpose of evaluating intangible asset impairment.

 

In June 2026 and June 2025, the Company conducted its annual intangible asset impairment assessment.  As a result, management determined no impairment of the Caddy customer relationships intangible assets.  Additionally, no triggering events occurred in the three-month periods ended September 30, 2026 and 2025, respectively.

 

Total intangible assets, including trademarks, patents and customer relationships, were $0.290 million and $0.305 million as of September 30, 2026 and June 30, 2026, respectively.

 

Business Combinations: The Company includes the results of operations of the businesses that it acquires commencing on the respective dates of acquisition. The Company allocates the fair value of the purchase price of its acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill.

 

Income Taxes: The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

 

The following table summarizes the components of deferred tax assets and deferred tax liabilities at  September 30, 2026 and  June 30, 2026 (in thousands):

 

$ in Thousands

 

Deferred Tax Assets (Liabilities)

 
  

September 30, 2026

  

June 30, 2026

 

Deferred Tax Assets

        

Inventory reserve

 $484   422 

Accumulated depreciation

  —   — 

Accumulated goodwill amortization

  50   52 

Accumulated intangible amortization

  115   116 

Lease liabilities

  240   257 

Warranty reserve

  15   9 

Stock compensation

  68   68 

Net operating loss carryforward

  897   990 

Tax credits

  160   160 

Allowance for credit losses

  60   83 
   2,089   2,157 

Deferred Tax Liability

        

Right-of-use assets

  (222)  (239)

Net

  1,867   1,918 

Valuation allowance

  (1,867)  (1,918)

Total

 $—  $— 

 

 

Product Warranty: The Company’s digital equipment products are sold under various limited warranty arrangements ranging from one year to three years. Company policy is to establish reserves for estimated product warranty costs in the period when the related revenue is recognized. The Company has the right to return defective products for up to three years, depending on the manufacturers’ individual policies. As of September 30, 2026 and June 30, 2026, the Company has established a warranty reserve of $13,000 and $24,000, respectively, which is included in accrued expenses in the accompanying condensed consolidated balance sheets.

 

 

NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

The changes in the Company’s aggregate warranty liabilities were as follows for the three months ended September 30, 2026 and the year ended June 30, 2026 (in thousands):

 

Warranty Liabilities

 

September 30,

  

June 30,

 

($ in Thousands)

 2026  2026 

Product warranty liability beginning of period

 $24  $37 

Accruals for warranties issued

  —   72 

Settlements made

  (11)  (85)

Product warranty liability end of the period

 $13  $24 

 

 

Research and Development: The Company incurs costs to develop new products, as well as improve the appeal and functionality of its existing products. Research and development costs are charged to expense when incurred.

 

Recently Issued Accounting Pronouncements:

In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) and in January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified the effective date of ASU 2024-03. ASU 2024-03 provides guidance to expand disclosures related to the disaggregation of income statement expenses.  The standard requires, in the notes of the financial statements, disclosure of specified information about certain costs and expenses, which includes purchases of inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption. The guidance is effective for fiscal years beginning after December 15, 2026 and interim periods within annual reporting beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted. The Company is assessing the guidance, noting the adoption impacts disclosure only.

 

Other pronouncements issued by the FASB with future dates are either not applicable or not significant to the condensed consolidated financial statements of the Company.

 

 

NOTE 2 — INCOME PER SHARE

 

Basic income per share data for each period presented is computed using the weighted average number of shares of common stock outstanding during each such period. Diluted income per share data is computed using the weighted average number of common and potentially dilutive securities outstanding during each period. Potentially dilutive securities consist of shares that would be issued upon the exercise of stock options and warrants, computed using the treasury stock method. A reconciliation of basic and diluted income per share is as follows: 

 

Income per share

 

For the Three Months

 

(In Thousands except for share

 

Ended September 30

 

and per share price)

 

2026

  

2025

 

Numerator:

        

Net income

 $181  $509 

Denominator:

        

Basic Weighted average shares outstanding

  9,952,223   9,939,123 

Effect of dilutive share-based awards

  415,625   293,750 

Weighted-average dilutive shares

  10,367,848   10,232,873 
         

Net income per share

        
         

Basic earnings per share

 $0.02  $0.05 

Diluted earnings per share

 $0.02  $0.05 

 

11

 

 

 

NOTE 3 — PROPERTY AND EQUIPMENT

 

Property and equipment consist of the following (in thousands):

 

Property and Equipment

        

($ in Thousands)

 

September 30,

  

June 30,

 
  

2026

  

2026

 

Production equipment

 $357  $357 

Leasehold improvements

  213   213 

Furniture and fixtures

  45   45 

Computer equipment

  72   72 

Other equipment

  120   120 

Total

  807   807 

Accumulated depreciation

  (760)  (756)

Net property and equipment

 $47  $51 

 

Property and equipment is stated at cost less accumulated depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Depreciation expense related to property and equipment was $4,000 for the three months ended September 30, 2026 and $3,000 for the three months ended September 30, 2025, all of which was included in general and administrative expense in the consolidated statements of operations.

 

Depreciation of property and equipment is calculated using the straight-line method over their estimated useful lives as follows:

 

 

  

Useful Lives (in years)

 

Leasehold improvements

 

5 or remaining lease term

 

Furniture and fixtures

  5 

Production equipment

  3 –7 

Computer equipment

  3 

Other equipment

  3 –7 

 

 

 

 

NOTE 4 — INTANGIBLE ASSETS

 

The following table summarizes the Company’s intangible assets as of September 30, 2026 (in thousands):

 

  

Amortization

             
  

Period (in

  

Gross Asset

  

Accumulated

  

Net Book

 
  

years)

  

Cost

  

Amortization

  

Value

 

Customer relations

  11  $970  $775  $195 

Patents

  20   70   25   45 

Trademark

  20   78   28   50 
      $1,118  $828  $290 

 

  

 

NOTE 4 — INTANGIBLE ASSETS (continued)

 

The following table summarizes the Company’s intangible assets as of  June 30, 2026 (in thousands):

 

  

Amortization

             
  

Period (in

  

Gross Asset

  

Accumulated

  

Net Book

 
  

years)

  

Cost

  

Amortization

  

Value

 

Customer relations

  11  $970  $762  $208 

Patents

  20   70   24   46 

Trademark

  20   78   27   51 
      $1,118  $813  $305 

 

 

Amortization expense was $15,000 and $15,000 for the three months ended September 30, 2026 and 2025 respectively, and is included in general and administrative expense.

 

Estimated amortization expense related to intangible assets subject to amortization at September 30, 2026 in each of the years subsequent to September 30, 2026, and thereafter is as follows (amounts in thousands);

 

2027, balance of the fiscal year

 $44 

2028

  58 

2029

  58 

2030

  58 

2031

  58 

Thereafter

  14 

Total

 $290 

 

  

 

NOTE 5 — ACCRUED EXPENSES

 

Accrued expenses consist of the following (in thousands):

 

Accrued Expenses

 

September 30,

  

June 30,

 

($ in Thousands)

 

2026

  

2026

 

Employee compensation

 

 $233  $263 

Accrued warranty

  13   24 

Freight

  40   36 

Sales tax

  33   7 

Other

  16   5 

Total

 $335  $335 

  

 

 

13

 

NOTE 6 — STOCKHOLDERS’ EQUITY

 

In 2019, the Company adopted the 2019 Omnibus Incentive Plan (the “Plan”). The Plan, as amended, provides for the issuance of stock-based awards to employees. As of September 30, 2026, the Plan provides for the issuance of up to 1,500,000 stock-based awards. According to the plan, all stock-based awards expire 10 years from date of grant.

 

The Company recognized compensation expense of approximately $8,000 and $8,000 for stock options during the three months ended September 30, 2026 and 2025 respectively.

 

A summary of the status of the Company’s stock options as of  September 30, 2026 and changes during the three months ended September 30, 2026 are presented below.

 

      

Wtd. Avg.

 
      

Exercise

 
  

Options

  

Price

 

Balance, July 1, 2026

  525,000  $0.66 

Granted during the period

  —   — 

Exercised during the period

  —   — 

Cancelled during the period

  (100,000)  0.65 

Balance, September 30, 2026

  425,000  $0.66 

 

 

A summary of the status of the Company’s stock options as of September 30, 2025 and changes during the three months ended September 30, 2025 are presented below.

 

      

Wtd. Avg.

 
      

Exercise

 
  

Options

  

Price

 

Balance, July 1, 2025

  450,000  $0.65 

Granted during the period

  —   — 

Exercised during the period

  —   — 

Canceled during the period

  —   — 

Balance, September 30, 2025

  450,000  $0.65 

 

The following table summarizes information about outstanding and exercisable stock options at September 30, 2026:

 

Range of

  

Number

  

Number

  

Wtd. Avg, Life

  

Wtd. Avg.

 

Exercise Price

  

Outstanding

  

Exercisable

  

(in years)

  

Exercise Price

 
 $0.65 - $0.69   425,000   268,750   7.39  $0.65 

 

As authorized by the Board on May 26, 2023, directors may receive their board fees as cash or in shares of the Company’s stock. The Company records director fee expense at the end of each board meeting. During the three months ended September 30, 2026 and 2025, the Company issued 0 and 652 shares, respectively, to the independent directors for director fees earned. 

 

14

 
 

 

NOTE 7 — CUSTOMER AND VENDOR CONCENTRATIONS

 

Customers: One customer accounted for 15% of the Company's sales for the three months ended September 30, 2026.  One customer accounted for 12% of the Company’s sales for the three months ended September 30, 2025.  All other customers accounted for less than 10% in both quarters.

 

At September 30, 2026, two customers accounted for 16% and 10% of accounts receivable. The amount of outstanding receivables related to the two customers was approximately $238,000 and $151,000, respectively.

 

At June 30, 2026 three customers provided 13%, 13% and 12% of accounts receivable. The amount of outstanding receivables related to the three customers was approximately $186,000, $182,000 and $175,000, respectively.

.

 

Vendors: For the three months ended September 30, 2026, two vendors accounted for 30% and 23% respectively of the Company’s purchases.  For the three months ended September 30, 2025, two vendors accounted for 22% and 17%, respectively, of the Company’s purchases. 

 

 

NOTE 8 — LEASE COMMITMENTS AND CONTINGENCIES

 

Operating Leases:  

The Company occupies an executive office and warehouse space in Fountain Valley and Whittier, CA, pursuant to separate lease agreements. Under ASC 842, at contract inception the Company determined whether the contract is or contains a lease and whether the lease should be classified as an operating or a financing lease. Operating leases are included in ROU (right-of-use) assets and operating lease liabilities in our consolidated balance sheet.

 

The Company’s executive office and warehouse lease agreements are classified as operating leases. The office lease agreement, as amended, expires on  January 31, 2030, and does not include any renewal options. The Whittier, CA warehouse lease agreement commenced on  February 1, 2025, and expires on January 31, 2028, and does not include any renewal options. The agreements provide for initial monthly base amounts plus annual escalations through the term of the leases.  

 

In addition to the monthly base amounts in the lease agreements, the Company is required to pay a portion of real estate taxes and common operating expenses during the lease terms. 

 

 

NOTE 8 — LEASE COMMITMENTS AND CONTINGENCIES (continued)

The Company’s operating lease expense was $79,000 and $79,000 for the three months ended September 30, 2026 and 2025, respectively.

 

Future minimum lease payments at September 30, 2026 under these arrangements are as follows:

 

Operating leases

 

Total

 

($ in Thousands)

 

Payments

 

2027, balance of the fiscal year

 $246 

2028

  303 

2029

  266 

2030

  158 

Total future minimum lease payments

  973 

Less imputed interest

  (116)

Present value of operating lease payments

 $857 

 

 

 

The following table sets forth the ROU assets and operating lease liabilities as of September 30, 2026:

 

Assets

 

(in thousands)

 

ROU assets-net

 $794 
     

Liabilities

    

Current operating lease liabilities

 $269 

Long-term operating lease liabilities

  588 

Total lease liabilities

 $857 

 

 

The Company’s weighted average remaining lease term for its operating leases is 3.11 years using a weighted average discount rate of 8.44%.

 

Legal Matters: From time to time, the Company is involved in routine litigation that arises in the ordinary course of business. There are no significant legal proceedings pending to which the Company is a party for which management believes the ultimate outcome would have a material adverse effect on the Company’s financial position.

  

16

 
 

NOTE 9—SEGMENT INFORMATION

 

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker ("CODM"), in deciding how to allocate resources and in assessing performance.  The Company and the Company's chief operating decision maker view the Company's operations and manage its business in one operating segment, which is the business of identifying, developing and manufacturing products to meet the needs of the cinema market.  The CODM, who is the President, manages and allocates resources to the operations of the Company on a consolidated basis.  The Company's measure of segment profit or loss is currently a net income.  Managing and allocating resources on a consolidated basis enables the President to assess the overall level of resources available and how to best deploy those resources across functions that are in line with the Company's long-term company-wide strategic goals.  Consistent with this decision-making process, the President uses consolidated financial information for purposes of evaluating performance, forecasting future period financial results, allocating resources and setting incentive targets.  Operating expenses are used to monitor budget versus actual results.  The CODM does not review assets in evaluating the results of the Company, and therefore, such information is not presented.  In addition, substantially all of the Company's revenue was generated in the United States and substantially all of the Company's long-lived assets reside in the United States. General and administrative expenses reflected a net credit for the quarter, primarily due to a favorable adjustment to the allowance for credit losses related to accounts receivable.

 

($ in Thousands)

 

Quarter Ended

 
  

September 30,

 
  

2026

  

2025

 

Revenue

 $6,094  $5,582 

Cost of Sales

  4,622   3,908 

Gross Margin

  1,472   1,674 

Segment operating expenses:

        

Payroll and related

  953   927 

Marketing

  79   32 

G&A

  (18)  72 

Compliance

  200   204 

Occupancy

  157   141 

Overhead

  (67)  (52)

Total segment operating expenses

  1,305   1,324 

Interest and other income

  (14)  (159)

Net Income

 $181  $509 

 

 

 

NOTE 10 — SUBSEQUENT EVENTS

 

Management has evaluated events from October 1, 2026 through November 13, 2026, the date these financial statements were available to be issued and determined that there have been no other events that occurred that would require adjustment to our disclosures in the condensed consolidated financial statements.

 

17

  
 

ITEM 2.         MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-Looking Statements

 

Certain matters in this Quarterly Report on Form 10-Q (this “Report”), including (without limitation) statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, contain forward-looking statements. Although we believe that, in making any such statements, our expectations are based on reasonable assumptions, any such statement may be influenced by factors that could cause actual outcomes and results to be materially different from those projected.

 

Forward-looking statements include information concerning our possible or assumed future results of operations and expenses, business strategies and plans, competitive position, business environment, and potential growth opportunities. Forward-looking statements include all statements that are not historical facts. In some cases, forward-looking statements can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would,” or similar expressions and the negatives of those terms.

 

Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these expectations may not prove to be correct, or we may not achieve the financial results, savings or other benefits anticipated in the forward-looking statements. These forward-looking statements are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties, some of which may be beyond our control. These risks and uncertainties, including those disclosed under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2026, filed with the Securities and Exchange Commission (the “SEC”) on September 26, 2026 and in our other filings with the SEC, could cause actual results to differ materially from those suggested by the forward-looking statements and include, without limitation:

 

 

●

The condition of the economy in general and of the cinema and/or cinema equipment industry in particular,

 

 

●

Our customers’ adjustments in their order levels,

 

 

●

Seasonality in our business, specifically our second fiscal quarter, is traditionally weaker,

 

 

●

Changes in our pricing policies or the pricing policies of our competitors or suppliers,

 

 

●

The addition or termination of key supplier relationships,

 

 

●

The rate of introduction and acceptance by our customers of new products and services,

 

 

●

Our ability to compete effectively with our current and future competitors,

 

 

●

Our ability to enter into and renew key relationships with our customers and vendors,

 

 

●

Changes in foreign currency exchange rates,

 

 

●

A major disruption of our information technology infrastructure,

 

 

●

Unforeseen catastrophic events such as the COVID-19 pandemic, armed conflict, terrorism, fires, typhoons and earthquakes,

 

 

●

A lack of entertainment content caused by entertainment content provider labor disputes, strikes and work shutdowns,

 

18

 

Any other disruptions, such as labor shortages, unplanned maintenance or other manufacturing problems.

 

Given these uncertainties, you should not place undue reliance on any forward-looking statements in this Report. Also, forward-looking statements represent our beliefs and assumptions only as of the date of this Report. You should read this Report and the documents that we have filed as exhibits, completely and with the understanding that our actual future results may be materially different from what we expect.

 

Any forward-looking statement made by us in this Report speaks only as of the date on which it is made. Except as required by law, we disclaim any obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward- looking statements, even if new information becomes available in the future. All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements.

 

The following discussion and analysis should be read in conjunction with the accompanying condensed consolidated financial statements and related notes included elsewhere in this Report.

 

Overview

 

We provide technology, products, and services to movie theater operators and sports and entertainment venues.

 

 

1)

We provide a set of valuable services to movie theater operators and other critical screening and viewing rooms. These services include overall project management, which can encompass a wide range of design, integration, installation, and procurement services for new auditorium builds, refurbishments, or upgrades to existing facilities.

 

 

2)

We design and manufacture a set of proprietary products that are sold either as part of our project management services or a la carte. Examples of these products include our ADA-compliant accessibility products and our Caddy brand, a leading provider of proprietary cup holders, trays, and other products sold into our strategic markets of motion picture exhibition, entertainment, and sports venues as well as other non-strategic markets. We also resell third-party technologies, including but not limited to items such as screens, projectors, and servers.

 

 

3)

We resell third-party products as part of our project management services or a la carte. These include technology products such as screens, projectors, servers, and FF&E (furniture, fixtures, and equipment).

 

 

4)

Finally, we have a set of recently introduced products that we believe have the potential to be disruptive to the movie theater, entertainment and sports venue industries. For example, our operations enhancement and theater management solution includes a software-as-a-service (SaaS) platform combined with other technologies that allow theater operators to improve their quality control. We have also developed a translator product and service that will enable moviegoers to watch a movie in any language that the film is available in, all in the same auditorium through a set of augmented reality glasses. Another example is a proprietary mobile cart we’ve developed to enable eSports and gaming in movie-theater auditoriums.

 

Factors affecting our performance

 

 

19

 

Based on our current estimates of recovery, we believe we have, and will generate, sufficient cash to sustain operations.

 

Investment in growth.  Based on FY2025 losses, we continue to selectively evaluate opportunities to expand our operations. We expect continued decreases to our total operating expenses in the foreseeable future to meet our revenue and cost control objectives. We plan to invest in our sales and support operations to support our new product initiatives and budget goals.

 

Adding New Customers and Expanding Sales to Our Existing Customer Base.  We intend to target new customers by selectively investing in our field sales force. We also intend to continue to target large customers’ organizations who have yet to use our products and services. A typical initial order involves educating prospective customers about the technical merits and capabilities and potential cost savings of our products and services as compared to our competitors’ products. We believe that customer references have been, and will continue to be, an important factor in winning new business. We expect that a substantial portion of our future sales will be sales to existing customers, including expansion of their product and service offerings, as we offer new products and services through the existing sales channel. Our business and results of operations will depend on our ability to continue to add new customers and sell additional products and services to our growing base of customers.

 

Promoting Our Brand and Offering Additional Products. Our future performance will depend on our continued ability to achieve brand recognition for our proprietary line of products. We plan to increase our marketing expenditures to continue to create and maintain prominent brand awareness. Also, our future performance will depend on our ability to continue to offer high quality, high performance and high functionality products and services. We intend to continue to devote efforts to introduce new products and services including new versions of our existing product lines. We expect that our results of operations will be impacted by the timing, size and level of success of these brand awareness and product and service offering efforts.

 

Ability to Maintain Gross Margins. Our gross margins have been and are expected to continue to be affected by a variety of factors, including competition, the timing of changes in pricing, shipment volumes, new product introductions, changes in product mixes, changes in our purchase price of components and assembly and test service costs and inventory write downs, if any. Our goal is to strive to maintain gross profits for products that may have a declining average selling price by continuing to focus on increased sales volume and looking to reduce operating costs. Decreases in average selling prices are primarily driven by competition and by reduced demand for products that face potential or actual technological obsolescence. We also focus on managing our inventory to reduce our overall exposure to price erosion. In addition, we seek to introduce new products and services with higher gross margins to offset the potential effect of price erosion on other lines of products. For example, we have recently productized and began marketing a new system which combines full compliance with the Americans with Disabilities Act with a multi-language capability. We expect this system will have higher margins than a substantial number of existing products we offer. In addition, we expect our offerings of Direct View LED screens to also carry significantly higher margins.

 

Trade disputes could have a material adverse impact on our business, financial condition, liquidity and results of operations. Trade disputes can lead to the implementation of tariffs on products or on commodities that we use in our operations which could cause significant fluctuations in prices and have a material adverse effect on our operations and financial results. In early 2025, the Trump administration announced additional tariffs on various imports from China, Mexico, and Canada, and signaled a willingness to renegotiate or withdraw from existing trade agreements. A series of executive orders issued in March and April of 2025 proposed significant changes to U.S. trade policy, including a baseline 10% tariff on a broad range of imported goods, unless replaced by higher country-specific rates. These actions have prompted actual or threatened retaliatory measures against U.S. exports. However, there is currently significant uncertainty about potential trade actions or how they may affect our business. We cannot predict the impact that future trade policy or the terms of any negotiated trade agreements may have on our business or on our industry.

 

Fluctuations in Revenues and Earnings. Both the sales cycle and the contract fulfillment cycle are dependent on a number of factors from our customers that are beyond our control. Accordingly, backlog, the conversion of backlog into revenue and related earnings may fluctuate from quarter to quarter depending on our customers’ particular requirements, which can sometimes change between the initial signing of a contract and its ultimate fulfillment.

 

Cost of goods sold

 

Cost of goods sold includes the cost of products or components that we purchase from third-party manufacturers plus assembly and packaging labor costs for these third-parties or in-house designed products. Cost of goods sold is also affected by inventory obsolescence if our inventory management is not effective or efficient. We mitigate the risk of inventory obsolescence by stocking relatively small amounts of inventory at any given time, except for periodic strategic purchases.

 

20

 

General and administrative expenses

 

General and administrative expenses relate primarily to compensation and associated expenses for personnel in general management, information technology, human resources, procurement, planning and finance, as well as outside legal, investor relations, accounting, consulting and other operating expenses.

 

Selling and marketing expenses

 

Selling and marketing expenses relate primarily to salary and other compensation and associated expenses for internal sales and customer relations personnel, advertising, outbound shipping and freight costs, tradeshows, royalties under a brand license, and selling commissions.

 

Research and development expenses

 

Research and development expenses consist of compensation and associated costs of employees engaged in research and development projects, as well as materials and equipment used for these projects, and third-party compensation for research and development services. We do not engage in any long-term research and development contracts, and all research and development costs are expensed as incurred.

 

Results of Operations

 

Three months ended September 30, 2026 compared to the three months ended September 30, 2025

 

Sales

 

Three Months Ended September 30,

 

(in 000’s)

 

2026

   

2025

 
$ 6,094     $ 5,582  

 

Net sales increased by 9.2% to $6.094 million for the three months ended September 30, 2026 from $5.582 million for the three months ended September 30, 2025 primarily due to sales opportunities that were realized sooner than originally planned.

 

Gross Profit

 

Three Months Ended September 30,

 

(in 000’s)

 

2026

   

2025

 
$ 1,472     $ 1,674  

 

Gross profit dollars decreased by $0.202 million or 12.1% to $1.472 million for the three months ended September 30, 2026 from $1.674 million for the three months ended September 30, 2025. As a percentage of total revenues, gross profit percentage decreased to 24.1% from 30.0% due to lower sales of high margin cinema accessories products and higher costs on selected other accessories.

 

Research and Development

 

Three Months Ended September 30,

 

(in 000’s)

 

2026

   

2025

 
$ 45     $ 48  

 

Research and development expenses decreased by $0.003 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. This decrease is deemed immaterial.

 

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Selling, General and Administrative Expense

 

Three Months Ended September 30,

 

(in 000’s)

 

2026

   

2025

 
$ 1,260     $ 1,276  

 

Selling, general and administrative expenses decreased by $0.016 million, or 1.3%, for the three months ended September 30, 2026 compared with the three months ended September 30, 2025. The net decrease primarily reflected an aggregate reduction of $0.199 million in general and administrative expenses related to credit losses, wages and benefits, travel and legal fees, partially offset by a $0.183 million increase in selling expenses associated with the addition of the DCS product line. The increase in selling expenses consisted of higher wages and benefits, travel expenses, trade show expenses and consulting fees.

 

Other Income

 

Three Months Ended September 30,

 

(in 000’s)

 

2026

   

2025

 
$ 14     $ 159  

 

Other Income was $0.014 million for the three months ended September 30, 2026 compared to Other Income of $0.159 million for the three months ended September 30, 2025 or a decrease of $0.145 million. The Other Income decrease in the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was predominantly due to a gain on extinguishment of payables in the 2025 period that was not repeated in 2026.

 

 

Net Income

 

Three Months Ended September 30,

 

(in 000’s)

 

2026

   

2025

 
$ 181     $ 509  

 

Net income was $0.181 million for the three months ended September 30, 2026 compared to net income of $0.509 million for the three months ended September 30, 2025.  The reduction in net income was predominantly the result of a lower gross margin.

 

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Liquidity and Capital Resources

 

During the past several years, we have primarily met our working capital and capital resource needs from our operating cash flows and financing activities. We believe that our existing sources of liquidity, including cash and operating cash flow, will be sufficient to fund our operations and to meet our projected capital needs for a period of at least 12 months from the date the condensed consolidated financial statements are available to be issued. If our working capital needs exceed our cash flows from operations, we would look to our cash balances and availability of borrowings to satisfy those needs, as well as potential sources of additional capital, which may not be available on satisfactory terms and in adequate amounts, if at all.

 

The cash balance at September 30, 2026 was approximately $5.687 million, as compared to $3.193 million at June 30, 2026.  The $2.494 million increase was largely due to the Company managing the timing of payments of accounts payable and cash collected from customers for deposits against future work.   Management has increased efforts to maximize the Company's cash position through increased emphasis on payment timing.

 

Cash Flows from Operating Activities

 

Cash provided by operating activities was positive $2.494 million for the three-month period ended September 30, 2026 compared to a negative $0.167 million for the three-month period ended September 30, 2025 predominantly because of the management of payment timing of accounts payable and the collection of customer deposits discussed above.

 

Cash Flows from Investing Activities

 

For both of the three-month periods ended September 30, 2026 and 2025 there were no cash flows from investing activities.

 

Cash Flows from Financing Activities

 

For both of the three-month periods ended September 30, 2026 and 2025 there were no cash flows from financing activities.

 

Critical Accounting Policies and Estimates

 

For a discussion of the critical accounting policies and estimates, refer to the “Critical Accounting Policies and Estimates” section in Part II, Item 7 of our 2026 Form 10-K. There have been no material changes during the three months ended September 30, 2026 to the judgments, assumptions and estimates upon which our critical accounting estimates are based.

 

Additionally, refer to Note 1 of our notes to our unaudited consolidated financial statements included in this Form 10-Q for additional discussion of our summary of significant accounting policies and use of estimates.

 

ITEM 3.         QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

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ITEM 4.         CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures designed to ensure that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified under the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. As required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer (our principal executive) and Chief Financial Officer (our principal financial officer and principal accounting officer) carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2026. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in paragraph (e) of Rules 13a-15 and 15d-15 under the Exchange Act) were not effective at September 30, 2026 due to material weaknesses in our internal control over financial reporting as described below.

 

During the course of preparing our consolidated financial statements for the years ended June 30, 2026 and 2025, we determined that we had material weaknesses in our internal control over financial reporting relating to (i) the design and operation of our closing and financial reporting process, (ii) the fact that we had no formal or documented accounting policies or procedures, (iii) the fact that certain segregation of duties issues existed and (iv) the fact that there was no formal review process around journal entries recorded. To improve internal controls, and continuing since, management updates month end close checklists, has implemented more segregation of duties among its limited accounting staff and the CFO formally approves month end journal entries.

 

Changes in Internal Control over Financial Reporting

 

During the quarter ended September 30, 2026, there have been no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15(d)-15(f) promulgated under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 PART II – OTHER INFORMATION

 

ITEM 1.         LEGAL PROCEEDINGS

 

We are not party to any material pending legal proceedings. From time to time, we may be subject to legal proceedings and claims arising in the ordinary course of business.

 

ITEM 1A.      RISK FACTORS

 

There have been no material changes to the risk factors reported in Item 1A in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026.

 

ITEM 2.         UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Unregistered Sales of Equity Securities

 

None.

 

ITEM 3.         DEFAULTS UPON SENIOR SECURITIES

 

Not applicable.

 

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ITEM 4.         MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5.         OTHER INFORMATION

 

Not applicable.  

 

 

ITEM 6.         EXHIBITS

 

Exhibit
No.

Exhibit Description

3.1

Amended and Restated Bylaws of Moving iMage Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 9, 2024).

31.1*

Certification of the Principal Executive Officer pursuant to Rule 13a‑14(a) or 15d‑14(a) of the Securities Exchange Act of 1934.

31.2*

Certification of the Principal Financial Officer pursuant to Rule 13a‑14(a) or 15d‑14(a) of the Securities Exchange Act of 1934.

32.1†

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*

The following financial statements from the Company’s Quarterly Report on Form 10‑Q for the quarter ended September 30, 2026, formatted in Inline XBRL: (i) Condensed Consolidated Statements of Cash Flows, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Balance Sheets, and (iv) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

104*

Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101).

 


 

*

Filed herewith.

 

symbol01.jpg

Indicates a management contract or compensatory plan or arrangement.

 

†

Furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

MOVING IMAGE TECHNOLOGIES, INC.

     
     

Date: November 13, 2026

   
     
 

By:

/s/ Bart Bedard

 

Name:

Bart Bedard

 

Title:

Chief Financial Officer

   

(Principal Financial and Accounting Officer)

 

 

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